FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/19/2016 |
3. Issuer Name and Ticker or Trading Symbol
iRhythm Technologies, Inc. [ IRTC ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Convertible Preferred Stock | (1) | (2) | Common Stock | 1,555,500(3) | (4) | D(5) | |
Series A Convertible Preferred Stock | (1) | (2) | Common Stock | 4,925,751(3) | (4) | D(5) | |
Series A Convertible Preferred Stock | (1) | (2) | Common Stock | 3,111,000(3) | (4) | D(5) | |
Series B Convertible Preferred Stock | (1) | (2) | Common Stock | 398,659(3) | (6) | D(5) | |
Series C Convertible Preferred Stock | (1) | (2) | Common Stock | 225,649(3) | (7) | D(5) | |
Series C Convertible Preferred Stock | (1) | (2) | Common Stock | 477,524(3) | (7) | D(5) | |
Series D Convertible Preferred Stock | (1) | (2) | Common Stock | 1,053,072(3) | (4) | D(5) | |
Series E Convertible Preferred Stock | (1) | (2) | Common Stock | 670,735(3) | (4) | D(5) | |
Series E Convertible Preferred Stock | (1) | (2) | Common Stock | 332,412(3) | (4) | D(5) | |
Series D Preferred Stock Warrant (Right to Buy) | (1) | 11/01/2019 | Common Stock | 291,672 | $0.001 | D(5) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Immediately |
2. N/A |
3. The number of underlying shares of common stock reported in column 3 does not reflect a 5.882698 for 1 reverse stock split, to be effective upon the closing of the issuer's initial public offering. |
4. 1-for-1 |
5. Synergy Venture Partners, LLC ("SVP LLC") serves as the sole General Partner of Synergy Life Science Partners, LP ("Synergy"). As such, SVP LLC possesses sole voting and investment control over the securities owned by Synergy, and may be deemed to have indirect beneficial ownership of the securities held by Synergy. SVP LLC, however, owns no securities of the Issuer directly. Messrs. Stack, Jain and Starling are Managers of SVP LLC and share voting and dispositive power over the shares held by Synergy. Each Reporting Person disclaims beneficial ownership of the shares held by Synergy except to the extent of his or its proportionate pecuniary interest therein. |
6. Converts into common stock on a 2.00438849 for 1 basis. |
7. Converts into common stock on a 2.24685484 for 1 basis. |
Remarks: |
The Date of Event is based upon the date of effectiveness of the Issuer's Registration Statement on Form S-1 filed in connection with the Issuer's initial public offering, estimated to be on or about October 19, 2016. |
/s/ William N. Starling, Jr., Synergy Life Science Partners, LP | 10/19/2016 | |
/s/ William N. Starling, Jr., Synergy Venture Partners, LLC | 10/19/2016 | |
/s/ Mudit Jain, Synergy Venture Partners, LLC | 10/19/2016 | |
/s/ Richard Stack, Synergy Venture Partners, LLC | 10/19/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |